exv10wx



 





Exhibit 10.x




THIRD AMENDMENT TO

CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as
of April 30, 2003, is made and entered into by and between BELL INDUSTRIES,
INC., a California corporation (“Company”), and UNION BANK OF CALIFORNIA, N.A.,
a national banking association (“Bank”).



RECITALS:




     A. Company and Bank are parties to that certain Credit Agreement dated as
of April 14, 1999, as amended by that certain First Amendment dated as of April
26, 2000 and by that certain Second Amendment dated as of March 27, 2002 (as so
amended, the “Agreement”), pursuant to which Bank agreed to extend credit to
Company in the amounts provided for therein.



     B. Company and Bank desire to amend the Agreement, but subject to the
terms and conditions of this Third Amendment.



AGREEMENT:




     In consideration of the above recitals and of the mutual covenants and
conditions contained herein, Company and Bank agree as follows:



     1. Defined Terms. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned thereto in the Agreement.



     2. Amendment to the Agreement. Subsection 7.68 of the Agreement is hereby
amended to read in full as follows:



     “B. Minimum Consolidated Tangible Net Worth. Company shall not permit the
Consolidated Tangible Net Worth of Company and its Subsidiaries, as of the last
day of each fiscal quarter, commencing with the fiscal quarter ending March 31,
2003., to be less than the sum of (i) $24,000,000 plus (ii) 75% of the positive
cumulative Consolidated Net Income of Company and its Subsidiaries for such
fiscal quarter.”



     3. Effectiveness of this Third Amendment. This Third Amendment shall
become effective as of the date hereof when, and only when, Bank shall have
received all of the following, in form and substance satisfactory to Bank:



     (a) A counterpart of this Third Amendment, duly executed by Company;



     (b) A fee in connection with the preparation of this Third Amendment in
the sum of Five Hundred Dollars ($500); and






 










 





     (c) Such other documents, instruments or agreements as Bank may reasonably
deem necessary.



4. Ratification.



     (a) Except as specifically amended hereinabove, the Agreement shall remain
in full force and effect and is hereby ratified and confirmed; and



     (b) Upon the effectiveness of this Third Amendment, each reference in the
Agreement to “this Agreement”, “hereunder”, “herein”, “hereof’ or words of like
import referring to the Agreement shall mean and be a reference to the
Agreement as amended by this Third Amendment.



5. Representations
and Warranties. Company represents and warrants as follows:



     (a) Each of the representations and warranties contained in Section 5 of
the Agreement, as amended hereby, is hereby reaffirmed as of the date hereof,
each as if set forth herein;



     (b) The execution, delivery and performance of this Third Amendment are
within Company’s corporate powers, have been duly authorized by all necessary
corporate action, have received all necessary approvals, if any, and do not
contravene any law or any contractual restriction binding on Company;



     (c) This Third Amendment is the legal, valid and binding obligation of
Company, enforceable against Company in accordance with its terms; and



     (d) No event has occurred and is continuing or would result from this
Third Amendment which constitutes an Event of Default under the Agreement, or
would constitute an Event of Default but for the requirement that notice be
given or time elapse or both.



6. Governing
Law. This Third Amendment shall be deemed a contract under and
subject to, and shall be construed for all purposes and in accordance with, the
laws of the State of California.



7. Counterparts. This Third Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.



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     WITNESS the due execution hereof as of the date first above
written.



“Company”



BELL INDUSTRIES, INC.




By: /s/ Mitchell Rosen




Title: V/P —
Corporate Controller




 




“Bank”




UNION BANK OF CALIFORNIA, N.A.




By: /s/ Peter Thompson




Title: Peter Thompson,
Vice President





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